Under the UCC, if a buyer fails to make a selection by March 1 and the seller refuses after a one-day delay in selection, is the buyer likely to prevail for breach?

• A. Yes, because the delay in selection did not materially affect the seller.
• B. No, because the buyer failed to select.
• C. Yes, because the seller had no right to cancel.
• D. No, because the seller had a valid anticipatory repudiation.

Answer: (A)

Under the UCC, performance in a sale of goods is excused or justified primarily by whether a breach is material. A buyer’s failure to select by a specified deadline is a breach, but it isn’t automatically fatal—the breach must be material to justify cancellation or a seller’s refusal.

Here, a one-day delay in the buyer’s selection does not materially affect the seller’s ability to perform or the contract’s value. Because the delay is not material, the seller’s one-day refusal to proceed is not a proper basis to cancel. In that sense, the buyer is likely to prevail on a breach claim by the seller, since the delay did not cause the seller substantial harm.

Anticipatory repudiation doesn’t come into play—the scenario doesn’t involve a party clearly stating it will not perform before the deadline. And the argument that the seller had no right to cancel is too strong when the breach is material; here the breach is not material, so cancellation isn’t clearly justified. The key idea is that nonmaterial delays don’t automatically excuse or justify cancellation under the UCC.